Report on the Brazilian Code of Corporate Governance - Publicly Held Corporations ("Code") of Vale S.A.

Base date for the information: 07/30/2021

Principle

Best Practices

Adopted?

Explanation

1. Shareholders

1.1 Shareholding Structure

1.1.1

"the

company's

Yes

Completion is not applicable under the terms of the Empresas.Net System.

capital

stock

shall

be

composed

solely

of

common shares"

1.2 Shareholders' Agreement

1.2.1

"Shareholders'

Not applicable

Vale has no Shareholders' Agreement in force.

Agreement shall not bind

the

exercise

of

voting

rights of any director or

member

of

the

supervisory

and

control

bodies".

1.3 Shareholders' Meeting

1.3.1

"The

board

should

Yes

Completion is not applicable under the terms of the Empresas.Net System.

use the meeting to report

the

conduct

of

the

company's

business,

so

the management

should

publish

a

guide

to

facilitate

and

encourage

participation

in

general

meetings".

1.3.2

"The

minutes

shall

Yes

Completion is not applicable under the terms of the Empresas.Net System.

enable

the

full

understanding

of

the

discussions

held

at

the

meeting, even if taken in

the form of a summary of

events

occurred

and

contain

the

identification

of the votes cast by the

shareholders".

1.4 Defensive measures

1.4.1

"the

board

of

No

The defensive measures and, above all, of its activation triggers were analyzed within the overall scope of

directors

shall

make

a

the corporate reorganization held in 2017, which took the Company to the Novo Mercado, so that the

critical

analysis

of

the

Bylaws currently in force provide that any person, shareholder or group of shareholders, who acquires or

advantages

and

becomes, or has become the holder, for any reason, of shares issued by the Company in a number equal

disadvantages

of

the

to or greater than 25% of the total common shares issued by Vale or the total capital stock, excluding

defensive

measure

and

treasury shares, shall, within a maximum period of 30 days from the date of acquisition or the event that

their

characteristics,

and

resulted in the ownership of shares in a number equal to or greater than the limit stipulated above, make

especially of the activation

or request registration of, as the case may be, a tender offer for acquisition ("OPA") of all common shares

triggers

and

price

issued by the Company, observing the provisions of the applicable CVM regulations, the B3 regulations and

parameters, if applicable,

the terms of Article 46 of the Company's Bylaws, and the exceptions expressly provided for in the Bylaws.

explaining them."

It should be clarified that the 25% trigger is in line with the practices observed in the Brazilian stock market,

also respecting the scope and purpose of the corporate restructuring operation concluded in August 2017.

Within this context, the Company's shareholders and the Board of Directors understood that a limit of 25%

was suitable to make the OPA mandatory and then approved its inclusion in the Company's Bylaws.

1

Report on the Brazilian Code of Corporate Governance - Publicly Held Corporations ("Code") of Vale S.A.

Base date for the information: 07/30/2021

1.4.2 Clauses that prevent

Yes

Completion is not applicable under the terms of the Empresas.Net System.

the

removal

of

the

measure from the bylaws,

the so-called "entrenched

clauses",

shall not

be

used.

1.4.3

"If

the

bylaws

set

Yes

As provided in Article 46 of the Company's Bylaws, the minimum acquisition price in the OPA for each

forth that a tender offer

common share issued by the Company shall be equal to the higher of ("Minimum Acquisition Price"): (i)

for

the

acquisition

of

the economic value determined in the appraisal report; (ii) 120% of the weighted average unit quotation

shares

(OPA)

is

made

of the common shares issued by the Company during the 60 trading days prior to the OPA; and (iii) 120%

whenever

a

shareholder

of the higher price paid by the acquiring shareholder in the 12 months preceding the achievement of

or group

of

shareholders

significant shareholding.

directly

or

indirectly

reaches

a

significant

There is, therefore, no premium accrual above the economic value, and the premium of 20% on market

interest

in

the

voting

value does not represent a substantial accrual, considering that it is within market parameters, according

capital,

the

rule

for

to analyzes performed by advisors under the corporate reorganization project that took place in 2017.

determining

the

offer

price

shall

not

impose

Notwithstanding the aforementioned, should CVM regulations applicable to the OPA determine the adoption

accrued

premiums

of a calculation criterion to determine the acquisition price of each company share in the OPA resulting in

substantially

above

the

an acquisition price higher than the Minimum Acquisition Price, the acquisition price calculated in

economic or market value

accordance with CVM regulations shall prevail in executing the OPA.

of the shares".

1.5 Change of control

1.5.1

The

Company's

Yes

Completion is not applicable under the terms of the Empresas.Net System.

bylaws

shall

establish

that:

(i)

transactions

which set the direct or

indirect

disposal

of

controlling interest is to be

accompanied by a tender

offer

for

acquisition

of

shares

(OPA)

addressed

to all shareholders at the

same price and under the

same conditions obtained

by the selling shareholder;

(ii) directors must express

their views on the terms

and

conditions

of

corporate reorganizations,

capital

increases

and

other

transactions

that

give rise to a change of

control,

and

determine

whether

they

ensure

fair

and

equitable

treatment

for

the

company's

shareholders.

2

Report on the Brazilian Code of Corporate Governance - Publicly Held Corporations ("Code") of Vale S.A.

Base date for the information: 07/30/2021

1.6 Statement of the

1.6.1

The

bylaws

shall

Yes

Completion is not applicable under the terms of the Empresas.Net System.

management on the OPAs

provide for the board

of

directors

to

give

its

opinion

regarding

any

OPA having as its subject

matter shares or securities

that

are

convertible

or

interchangeable

into

shares

issued

by

the

company,

which

shall

include,

among

other

relevant

information,

management's opinion on

possible acceptance of the

OPA and on the economic

value of the company.

1.7 Income Allocation Policy

1.7.1

The

company

shall

Yes

Completion is not applicable under the terms of the Empresas.Net System.

prepare

and

disclose

a

policy

for

allocation

of

results

defined

by

the

board of directors. Among

other aspects, such policy

shall

provide

for

the

periodicity

of

dividend

payments

and

the

benchmark to be used to

define

the

respective

amount

(percentages

of

adjusted net income and

free

cash

flow,

among

others).

1.8 Government- controlled

1.8.1

The

bylaws

shall

Not applicable

Completion is not applicable under the terms of the Empresas.Net System.

private companies

clearly

and

precisely

identify the public interest

that

justified

the

formation

of

a

government-controlled

private

company,

in

a

specific chapter.

1.8.2

The

board

of

Not applicable

Completion is not applicable under the terms of the Empresas.Net System.

directors shall monitor the

company's

activities

and

establish

policies,

mechanisms and

internal

controls to determine the

possible

costs

of

serving

the public interest and any

compensation

of

the

3

Report on the Brazilian Code of Corporate Governance - Publicly Held Corporations ("Code") of Vale S.A.

Base date for the information: 07/30/2021

company

or

other

shareholders

and

investors

by

the

controlling shareholder.

2. Board of Directors

2.1 Duties

2.1.1

The

Board

of

Yes

Item (i): The Board of Directors deliberates on the strategic guidelines and strategic plan of the company,

Directors

shall,

without

considering people safety, the social progress and the respect for the environment, acting as guardian of

prejudice

to

other

legal

the implementation of the approved strategy. In 2020, the Board of Directors met 4 times to address

and statutory duties

and

exclusively the Company's strategic plan, and in 2021 it already held 3 meetings to deal with this agenda.

to other practices set forth

in this Code: (i) define

Item (ii): The Board of Directors deliberates on the Company's corporate and financial risk policies proposed

business strategies, taking

by the Board of Executive Officers, relying, on a permanent basis, on the Operational Excellence and Risk

into account

the impacts

Committee, the People, Compensation and Governance Committee ("CPRG"), the Financial Committee, the

of the company's activities

Audit Committee, the Sustainability Committee, and the Innovation Committee to support it in assessing

on

society

and

the

the effectiveness of processes and controls of complex risks or which may have a significant impact on the

environment,

aiming

at

Company, with due regard for each Committee's area of activity. Besides this, the Company counts, for the

the company's

continuity

purposes of verification and monitoring of Risk Management, on the five Business Risks Executive

and the creation of long-

Committees, the Executive Board, the Fiscal Council and the structure of 3 lines of defense, the 1st

term

value;

(ii)

composed of the executors of the Company's operational and business processes, the 2nd composed of a

periodically

assess

the

set of "Experts" Lines of Defense, which includes, among others, the Executive Board of Safety and

company's

exposure

to

Operational Excellence, coordinated by the Executive Management of Process Governance, Business Risks

risks and the effectiveness

and Internal Controls, and the 3rd line of defense composed of the Internal Audit and the Whistleblower

of

risk

management

Channel.

systems, internal controls

and

the

The guidelines and instructions for the risk management strategy are set out in the Company's Risk

compliance/integrity

Management Policy, reviewed by the Board of Directors on March 15th, 2021. The Board of Directors

system, and

approve a

periodically monitors, through Vale's Integrated Global Risk Map, the main risks of the Company, with this,

risk

management

policy

Vale seeks to have a clear view of its main risks, working on them systematically through the adoption of

consistent

with

business

prevention/mitigation measures.

strategies (see chapter 4);

(iii) define the company's

Item (iii): The Board of Directors deliberates on policies of functional conduct based on ethical principles

ethical

values

and

embodied in the society's Code of Conduct, as well as acting as a guardian of commitments related to

principles and ensure the

respect for human rights. In March 2021, new Ethics & Compliance Program was launched, under the

company's

transparency

responsibility of the Compliance Department. For further information about such Department and Program,

in its relationship with all

see item 5.1 of this Report.

stakeholders (see chapter

5); (iv) annually review

Item (iv): The Board of Directors acts as the guardian of the corporate governance model and practices,

the corporate governance

and is advised by the CPRG, which, among other duties, conducts the annual review of Vale's corporate

system,

seeking

to

governance system.

improve it.

2.2 Composition of the Board of

2.2.1

The

bylaws

shall

Yes

Completion is not applicable under the terms of the Empresas.Net System.

Directors

establish

that:

(i)

the

board of directors shall be

composed of a majority of

external members, with at

least

one

third

of

independent

members;

(ii) the board of directors

4

Report on the Brazilian Code of Corporate Governance - Publicly Held Corporations ("Code") of Vale S.A.

Base date for the information: 07/30/2021

shall

evaluate

and

annually disclose who are

the independent directors,

as well as indicating and

justifying

any

circumstances

that

might

compromise

their

independence.

2.2.2

The

board

of

Yes

On July 22, 2020, Vale's Nomination Committee was created and installed, with the mission of advising the

directors shall approve an

Board of Directors proposing improvements related to its structure, size and composition, in addition to

appointment

policy

recommending

competencies,

profiles

and

establishing:

(i)

the

potential candidates for the position of Director, so that the Company can benefit from the plurality of

process

for

the

arguments and a decision-making process with quality and safety, in accordance with the law, ethics and

appointment of members

best corporate governance practices.

of the board of directors,

including an indication of

On September 10, 2020, on the recommendation of the People, Compensation and Governance Committee

the participation of other

and the Nomination Committee, the Board of Directors approved Vale's

Management Nomination Policy,

corporate

bodies in

said

which establishes principles, criteria and procedures to guide the choice of candidates for the positions of

process;

(ii)

that

the

members of the Board of Directors, of the Advisory Committees and the Executive Board, Directors with

board of directors shall be

direct reporting to the Chief Executive Officer and Vale's Chief Compliance Officer, in line with the best

composed

taking

into

corporate governance practices and applicable legislation. The Nomination Policy describes the minimum

consideration

the

qualifications to occupy such positions, including: (i) outstanding professional experience; (ii) strategic

availability of time for its

vision; (iii) availability of time for the proper exercise of the role; (iv) communication skills; and (v) the

members to perform their

ability to work as a team.

duties and the diversity of

knowledge,

experience,

The bylaws of the Nomination Committee and the full Policy can be found at

behavior, cultural aspects,

http://www.vale.com/brasil/PT/investors/corporate-governance/board-committees-

age group and gender.

councils/Paginas/default.aspx

and

http://www.vale.com/esg/pt/Paginas/PoliticasDocumentosCorporativos.aspx, respectively.

2.3 Chairman of the board

2.3.1 The chief executive

Yes

Completion is not applicable under the terms of the Empresas.Net System.

officer

shall

not

accumulate the position of

chairman of the board of

directors.

2.4 Evaluation of the board and

2.4.1

The company

shall

The Board of Directors carries out an annual performance appraisal, with the support of the Personnel,

directors

implement

an

annual

Yes

Compensation and Governance Committee, which analyzes and recommends the evaluation methodology,

process for evaluating the

aiming at continuous improvements in the process.

performance of the board

of

directors

and

its

The Advisory Committees (excluding the Nomination Committee) also carry out the annual performance

committees,

such

as

self-assessment, the result of which must be submitted to the Board of Directors.

collective

bodies,

the

chairman of the board of

5

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Vale SA published this content on 30 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 July 2021 00:51:04 UTC.